Terms of Service | Peppercrest

These Terms of Service ("Terms") govern your access to and use of the websites, products, and services provided by Peppercrest LLC ("Peppercrest," "we," "us," or "our"), a North Carolina limited liability company.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.

1. Services Overview

Peppercrest provides consulting, digital product agency, and software services focused on AI and technology. Our offerings include:

Consulting Services: Strategic advisory, operational efficiency, process improvement, and AI adoption guidance
Agency Services: Product development, user experience design, and digital product work
Software Products: SaaS applications developed and operated by Peppercrest, including Pepper and other products we may launch under the Peppercrest umbrella

Each Peppercrest software product may have its own name and branding but operates under Peppercrest as the parent entity. These Terms apply to all Peppercrest products and services unless a specific product has supplemental terms that modify these Terms for that product.

2. Accounts

2.1 Account Creation

Some of our services require you to create an account. When you create an account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.2 Account Requirements

You must be at least 18 years old and have the legal capacity to enter into these Terms. If you are using our services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2.3 Account Security

You agree to notify us immediately of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials.

3. Consulting and Agency Services

3.1 Statements of Work

Consulting and agency engagements are governed by separate Statements of Work ("SOWs") or service agreements that specify the scope, deliverables, timeline, and fees for each engagement. In the event of a conflict between these Terms and a SOW, the SOW controls for that engagement.

3.2 Client Responsibilities

You agree to provide timely access to information, personnel, and resources reasonably necessary for us to perform the services. Delays caused by your failure to fulfill these responsibilities may affect project timelines and deliverables.

3.3 Deliverables

Unless otherwise specified in a SOW, you own all deliverables we create specifically for you upon full payment. We retain ownership of our pre-existing materials, methodologies, frameworks, and tools, and grant you a license to use them as incorporated into your deliverables.

4. Software Products

4.1 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our software products for your internal business purposes.

4.2 Restrictions

You agree not to:

Copy, modify, or create derivative works of our software
Reverse engineer, decompile, or disassemble our software
Rent, lease, lend, sell, sublicense, or distribute our software
Remove or alter any proprietary notices or labels
Use our software to build a competing product or service
Access our software through any automated means (bots, scrapers, etc.) except through our published APIs
Circumvent any access controls or usage limits

4.3 AI-Generated Content

Our software products may use artificial intelligence to generate content, insights, or recommendations. AI-generated content is provided for informational purposes only. You are responsible for reviewing, validating, and determining the appropriateness of any AI-generated content before relying on it or sharing it with others.

4.4 Third-Party AI Providers

Our software products use third-party AI services (such as Anthropic and OpenAI) to provide AI features. Your use of our products is also subject to those providers' terms and policies. We are not responsible for the availability, accuracy, or performance of third-party AI services.

5. Fees and Payment

5.1 Pricing

Fees for our services and products are specified in the applicable SOW, order form, or published pricing. All fees are in U.S. dollars unless otherwise stated.

5.2 Payment Terms

For consulting and agency services, payment terms are specified in the applicable SOW. For software subscriptions, fees are billed in advance on a recurring basis (monthly or annually) unless otherwise agreed.

5.3 Taxes

Fees do not include taxes. You are responsible for all applicable taxes, except for taxes based on our income. If we are required to collect or pay taxes on your behalf, those amounts will be invoiced to you.

5.4 Late Payments

Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend services for accounts with overdue balances.

6. Intellectual Property

6.1 Our Intellectual Property

We own all rights, title, and interest in our services, software, methodologies, frameworks, tools, and related intellectual property. These Terms do not grant you any rights to our intellectual property except for the limited licenses expressly stated herein.

6.2 Your Content

You retain ownership of content you submit to our services ("Your Content"). You grant us a worldwide, non-exclusive, royalty-free license to use, store, process, and display Your Content solely to provide and improve our services to you.

6.3 Feedback

If you provide suggestions, ideas, or feedback about our services ("Feedback"), we may use that Feedback without restriction or obligation to you.

7. Confidentiality

7.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

7.2 Obligations

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and not to disclose it to third parties except as necessary to perform under these Terms or as required by law.

7.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

8. Privacy and Data Protection

Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our services, you consent to our data practices as described in the Privacy Policy.

For software products that process client data, we implement appropriate technical and organizational measures to protect that data. Client data is isolated and not shared with other clients.

9. Disclaimers

9.1 "As Is" Basis

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2 No Professional Advice

Our services, including AI-generated content, do not constitute legal, financial, tax, medical, or other professional advice. You should consult qualified professionals for such advice.

9.3 Availability

We do not guarantee that our services will be uninterrupted, secure, or error-free. We may modify, suspend, or discontinue services at any time without notice.

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEPPERCREST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES.

10.2 Cap on Liability

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

10.3 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US.

11. Indemnification

You agree to indemnify, defend, and hold harmless Peppercrest and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of our services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) Your Content.

12. Termination

12.1 Termination by You

You may terminate your account at any time by contacting us or using the account termination features in our products. For consulting and agency engagements, termination rights are specified in the applicable SOW.

12.2 Termination by Us

We may suspend or terminate your access to our services at any time for any reason, including if we reasonably believe you have violated these Terms or our Acceptable Use Policy.

12.3 Effect of Termination

Upon termination, your license to use our services ends immediately. We may delete Your Content after a reasonable period following termination. Provisions that by their nature should survive termination will survive, including Sections 6, 7, 9, 10, 11, 13, and 14.

13. Dispute Resolution

13.1 Informal Resolution

Before filing a formal dispute, you agree to contact us at hello@peppercrest.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days.

13.2 Binding Arbitration

If we cannot resolve the dispute informally, any dispute arising out of or relating to these Terms or our services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in North Carolina, or another mutually agreed location. The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AND PEPPERCREST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

13.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict of laws principles.

14.2 Entire Agreement

These Terms, together with our Privacy Policy, Acceptable Use Policy, and any applicable SOWs, constitute the entire agreement between you and Peppercrest regarding our services.

14.3 Amendments

We may modify these Terms at any time by posting the revised Terms on our website. Your continued use of our services after the effective date of the revised Terms constitutes your acceptance of the changes.

14.4 Waiver

Our failure to enforce any provision of these Terms does not waive our right to enforce that provision in the future.

14.5 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

14.6 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

14.7 Notices

We may provide notices to you via email, posting on our website, or through our products. You may provide notices to us at hello@peppercrest.com.